Listen Before You Act
by FanficFemale
Summary: What if Phoebe didn't just barge in on Max and Dr. Colosso. What if she had took a moment to actually listen to their conversation. An alternate take on the scene from Secrets Revealed. No longer a One Shot.
1. Listen Before You Act

**A/N:** This what I think could have happened if Phoebe had listened before she acted in a crucial scene of Secret Revealed. Personally, I like Thundercest but this can be read either way. Enjoy!

 **Disclaimer:** I don't own the Thundermans, they belong to their rightful owners.

 **Listen Before You Act**

Phoebe just could not believe it. Max, her twin brother was actually going to try and take away her powers. Immediately she felt hurt and betrayed, but then anger quickly took over her instead. She was going to stop Max before he could take her powers and then…well she wasn't exactly sure what she would do afterwards. But right now, she was going to find Max and get that orb!

It didn't take even a few minutes for Phoebe to spot Max sitting outside with Dr. Colosso. However, her eyes instantly locked onto the silver orb in Max's hands. She raised her hand and was about to use her telekinesis to bring the orb towards her until she heard Dr. Colosso speak.

"What are you waiting for? Just go find Phoebe and take her powers," the rabbit exclaimed to Max.

This made Phoebe pause, for some reason her instincts told her to wait and hear what Max would say. So, Phoebe lowered her hand and quietly listened.

"I don't know if I can Colosso," admitted Max with an exasperated look on his face. "I mean she's annoying, but it's not like we're mortal enemies."

Phoebe's eyes widened when she heard this. She didn't know how to react.

"Come on Max, are you a villain or not?" asked Dr. Colosso with in a serious voice.

Phoebe held her breath in anticipation of what Max's response would be. She knew how much being a villain meant to him and unlike the rest of her family, Phoebe knew that it wasn't just a phase. Deep down Phoebe acknowledged that Max would make a great villain. He was cunning, manipulative, smart, and most importantly determined. It was probably the reason she easily believed that Max would actually try to take her powers. Of course, after hearing Max say that they weren't mortal enemies made it clear to her that he was having doubts about it.

It was quiet for a while as it seemed Max was contemplating Dr. Colosso's question. Phoebe figured this may be a good time to confront her brother now, but before she even took a step Max opened his mouth.

"I'm a villain," answered Max seriously as he clenched the orb tightly in his hands.

Phoebe's heart broke again and anger was ready to take over her once more. Yet Max's next words pierced her heart even deeper than his previous words did.

"But I'm her brother," he stated strongly, tightening his hold on the orb. Yet Max's grip then loosened as he let out a sigh. "I just can't do it Colosso."

Phoebe felt tears prick her eyes understanding the magnitude of Max's decision. He was willing to give up his best chance of becoming a villain instead of hurting her. Phoebe could no longer remain hidden.

"Max!" called Phoebe as she come out of her hiding spot.

"Phoebe?" he asked surprised as he turned to face his sister.

Phoebe let a sad smile cross her lips before rushing over and embracing her brother in a hug. Max was stunned by the sudden hug and didn't have a clue why his sister was doing it.

"Uh, Phoebe, what are you doing?" he asked feeling a bit awkward.

Phoebe's smile only grew as she hugged her brother tighter.

"I'm hugging my twin who just decided not to take away my powers," she answered honestly.

This made Max shocked before realization dawned on him.

"You overheard me and Colosso talking just now, didn't you?" he asked even though he already knew the answer.

Phoebe knew she could get away with saying that she happened to come outside and catch their conversation, but she knew that wasn't right and decided to confess what she did. After quickly explaining how she went looking for him in his lair, read his chronicle, and accidently called Dark Mayhem which lead to her finding out about his plan, Max was completely silent. This began to worry Phoebe so she stopped hugging him and looked to see the annoyed expression on his face.

"What's wrong Max?" she asked to which Max sharply replied to.

"So it's not okay for me to read your diary, but it's okay for you to read mine?" sarcastically asked Max.

Phoebe flinched when she realized the truth of Max's words. She had been so upset when Max admitted that he used her personal thoughts for his band's songs, but she just did the same thing and invaded his privacy without a thought.

"Looks like Max isn't the only villain in this family," remarked Dr. Colosso.

Phoebe glared at the rabbit and was thinking about telekinetically throwing him across the yard for that comment, yet the moment she thought that she realized that she was proving Colosso's point. This made Phoebe really think and go back to those times when she wasn't truly acting heroic. Sure, most of those moments included Max in some way, but if she was truly a hero then it shouldn't matter if Max was involved or not. Even just a few minutes ago she was going to snatch the orb from Max and thinking the worst without even hearing him out. If she hadn't of waited and listened, she would have probably done something rash or worse.

 _Maybe I'm not really ready to be Thundergirl after all_ , Phoebe thought solemnly.

"Phoebe!" shouted Max, which jolted Phoebe out of her thoughts.

"Huh?" was all she could think to say.

Max frowned knowing that Phoebe was not one to usually space out like that.

"You were staring blankly at nothing for the past five minutes," Max told her.

"Oh."

"Oh? That's all you're going to say?" he asked with a raised brow.

Phoebe looked at Max for a moment before she said something that completely shocked Max and Dr. Colosso.

"You can take my powers," announced Phoebe with a sincere face.

"What?!" exclaimed Max, literally jumping up in surprise.

"I said you can take my powers…I don't deserve them anyway," muttered Phoebe as she lowered her head.

Max couldn't believe his ears. He didn't understand what made his sister think she didn't deserve her powers to the point they should be taken away.

"Well you heard her Max, do it now," cheered Colosso.

"Colosso, I'm not doing it!" yelled Max in irritation.

Once again Phoebe couldn't believe that Max refused the chance to take her powers. It only made Phoebe feel guiltier for doubting Max in the first place. She should have known that he cared too much for her to do something like that; however, she had been ready to accuse him of doing such a thing. Phoebe tried her best to keep any tears from coming out, but a few managed to fall down her cheeks.

When Max turned back to Phoebe and saw her crying, his own heart broke. He knew those tears weren't fake. Without a thought, Max went over to Phoebe and pulled her into his arms. This only made Phoebe cry harder seeing that Max was trying to comfort her even when he was usually against touchy feely type things.

"I-I'm s-sorry," mumbled Phoebe as she leaned on Max's shoulder.

Max was smart enough to know that Phoebe wasn't just apologizing for reading his chronicle. Max wanted to know what else she was saying sorry for out of curiosity and for potential blackmail material, but instead he decided to be just a bit nice for now.

"It's okay Phoebe, I forgive you."

 **A/N:** I just wanted to write this so much after watching Secret Revealed. I didn't like that Phoebe/Max confrontation scene too much in the middle. Even though I know it was to set up Max's motivation to lead into true villainy, I just found Phoebe to be too aggressive and hard on Max.

Anyway, I'm not sure if I will add a chapter to this unless people really want to see how this changes the rest of the story. But for now, this is a One-Shot.


	2. Now You Can Act

**A/N:** I decided to add onto this. Hope you enjoy this next chapter. Also, I included a few references from previous episodes, they should be easy to spot.

 **Now You Can Act**

Phoebe could not believe she and Max had remained in each other's arms for this long. She had to laugh at the fact that they promised to never hug like this again after the whole Thunderman The Ride fiasco, yet here they were doing exactly that. She was a little embarrassed that she had cried for this long, but she had to admit it was nice to have Max comforting her the entire time. Still, she figured she cried enough for one day and so she slowly pulled away from her brother and he was quick to understand that he could remove his arms from her now.

"I think I'm okay now," said Phoebe as she wiped away the last of her tears from her eyes.

"Are you sure?" Max asked her.

"Yeah, I'm sure," answered Phoebe with a small smile on her lips.

The two siblings sat there in silence, not sure what to say next.

"Well, this just became awkward," announced Dr. Colosso, successfully breaking the silence.

Max and Phoebe agreed that the moment had become awkward. Phoebe then decided to try and fix it.

"So, since you're not going to take my powers…what are you going to do now?" Phoebe questioned to Max.

However, the moment the words left her mouth she cringed when she realized that she could have just made the situation even more uncomfortable for them both. And she was right. Max immediately became tense when he remembered his decision to not use the orb on Phoebe. He could picture all the things Dark Mayhem would do to him if he came back empty handed. Not being able to join the Villain League was the least of his worries now.

"I don't know," he finally admitted.

A twinge of guilt hit Phoebe again. Max was in a really tough situation all because of her. The worst part was that she had no idea how she could help him. Well there was one way and even though Max already said no, she felt she had to make the offer once more.

"You can still take my…"

"I'm not doing it Phoebe so just drop it already!" Max yelled with annoyance clear on his face.

Phoebe sighed in defeat at her brother's response, though inside she was amazed that he refused to take her powers for a third time. Nonetheless, she wished there was something she could do to help him.

* * *

Max was currently in his lair standing in front of his computer monitor. He stood there for a few moments before taking a deep breath and pushing the big red button on the desk.

"Calling Dark Mayhem," announced the female computerized voice.

It did not take long before Dark Mayhem's face appeared on the screen in front of Max.

"Max, I hope this time you're calling to tell me that you finally took Thundergirl's powers," he said with a bit of impatience in his voice.

Max let a smirk form on his face as he showed Dark Mayhem the power absorption orb in his hand.

"I did, her powers are right here," proudly stated Max.

"Excellent! Now that she is out of the way, the Villain League has one less superhero to worry about."

"So, does this mean I can join the Villain League now?" asked Max with a hopeful tone.

"Bring me the orb and then we'll discuss your future membership into the Villain League," the villain answered before abruptly ending the call.

Once Dark Mayhem was gone, Max went over to his bed with a grin on his face.

"Phoebe, you can come out now, he's gone," he said in amusement.

From under Max's bed, Phoebe crawled out of her hiding place with a surprised look on her face.

"How did you know I was here? I made sure I hid myself before you were going to call Dark Mayhem," proclaimed Phoebe.

Max responded by rolling his eyes as the grin grew on his face. "I caught you trying to sneak down here earlier. And I got to say, your sneaking skills could still use some work."

"Whatever," replied Phoebe with an eye roll of her own before a serious look crossed her face.

"If you bring Dark Mayhem the orb, he is going to know that you lied about taking my powers," worryingly said Phoebe.

All the humor left Max's face instantly. He glanced at the orb in his hand for a moment before looking back at his sister with an intense look.

"I have a plan…but I'm going to need your help," he told her.

"Ok, so what do you need me to do?" she asked without any hesitation.

Max was a bit surprised that Phoebe agreed to help him so quickly. Yet remembering what happened between them only an hour ago, made Max realize that his sister was probably still feeling a bit emotional right now. This only made him wonder what had been going on in her head during that time. He was tempted to ask her, but decided it could wait till later. After all, he had to deal with Dark Mayhem first.

"Alright, so here is the plan," began Max.

* * *

Max in his black villain attire, was in front of the Happy Fun Burger fast food restaurant. In one hand, he held the silver power absorbing orb and in the other was the end of a long metal chain that connected to metal cuffs that tightly wrapped around Phoebe's wrists. Max glanced at his sister who was in her hero uniform and spoke.

"Are you ready?" he asked calmly though Phoebe could tell he was somewhat nervous.

Phoebe herself was anxious about the whole thing. When she first heard Max's plan she did not know how to feel about it. She knew that if the plan failed, they would be in serious trouble and may not come out of it alive. Yet, if the plan succeeded then Max would finally be the villain he always wanted to be. And truthfully the later scared her more than the former. If Max became an official villain, then everything would change.

The Hero League would probably see him as a real threat and try to take him out. He might get kicked out of their family and house since they could not afford to have a villain living with them. But for Phoebe what scared her most was the likelihood that Max would be her enemy and that they would have to fight against each other.

As soon as that thought hit her, Phoebe discarded it quickly.

 _No, that won't happen. Even if Max becomes a villain he already proved that he would never do anything to really hurt me._

"I'm ready, let's do this," declared Phoebe as she felt more assured than before.

Max gave her a brief smile before replacing it with a firm expression.

"Yeah, let's do this," agreed Max.

Max then opened the doors to the restaurant and walked inside with Phoebe following behind him in chains.

* * *

Phoebe had to admit that Dark Mayhem was more imitating in person. With his hulking figure, long black robe, white mask, and glowing green eyes, just his appearance alone could make any hero quiver in fear.

"So, not only did you take Thundergirl's powers, but you captured her as well. Impressive," Dark Mayhem complemented to Max.

Dark Mayhem then turned his sights on Phoebe and she gulped with nervousness. The villain stared at her for a moment before focusing back on Max.

"Max, are you ready to become a member of the Villain League?" he asked seriously.

"Absolutely," replied Max in an eager tone.

"Good, your final task will be to destroy Thundergirl," announced Dark Mayhem.

Phoebe could not help the gasp that escaped her lips. She subtly looked at Max and caught the brief look of shock that flashed across his face. Phoebe was starting to panic at the unexpected turn of events. Both her and Max believed that Dark Mayhem would want to finish her off himself. They did not expect him to ask Max to do the deed for him. Phoebe realized that their plan would not work if Dark Mayhem was keeping his eyes on Max, so she said something both brave and most likely stupid.

"So not only were you too weak that you had to get my brother to take my powers, but you can't even destroy me yourself? I guess you're not as powerful as I thought," taunted Phoebe.

Phoebe noticed that Max was now looking at her as though she lost her mind. When Dark Mayhem's eyes glowed even fiercer and his hands started producing green energy spheres, Phoebe figured that she had just made a bad move.

"I'LL SHOW YOU JUST HOW POWERFULL I AM!" shouted Dark Mayhem as the green energy balls in his hands grew three times their size before he launched them right at Phoebe.

Phoebe's eyes widened in shock at the attack heading straight for her. Yet to Phoebe's surprise and relief, the green energy balls suddenly stopped in mid-flight before being redirected right back at Dark Mayhem. The villain was too stunned to avoid the attack and was immediately knocked down to the ground when he was hit by the green energy balls. Phoebe took a brief glance at her brother to see his hand come down from its outstretched position, which made Phoebe realize that Max just used his telekinesis to save her from Dark Mayhem's attack. She could not help but send a grateful smile his way and Max despite himself ended up smiling back.

However, Dark Mayhem was coming back to his senses and was starting to get up. Yet before he could, Phoebe was quick to use her own telekinesis to throw the villain back down to the ground and hold him in place. When Dark Mayhem saw the Phoebe still had her powers and saw the smirk on Max's face, it was easy for him to put the pieces together.

"You dare betray me!" the villain shouted angrily at Max.

The smirk on Max's face grew as he walked a bit closer to where Dark Mayhem laying on the ground. "Oh, I dare. I also dare to do this," he said mischievously before taking the power sapping orb in his hand and pointing it at Dark Mayhem.

With Phoebe keeping the villain immobile, he could not stop the orb from sapping away his powers. The green beam of light that represented Dark Mayhem's powers left his body and entered the silver orb.

"You'll pay for this!" screamed Dark Mayhem.

"Yeah, I doubt it," confidently stated Max before turning to Phoebe. "Ready to finish this guy off?"

"You bet," Phoebe said with just as much confidence as her brother as she released her hold on the villain.

Dark Mayhem did not even have a second to try anything before the twins quickly used their freeze breath on him together. Just like what happened with the Green Ghoul, when both freeze breaths hit, Dark Mayhem was solidified into stone. With the villain now frozen as a statue, Max went to his sister and took out the key to the chains. He unlocked the shackles from her wrists which made Phoebe glad to have them free. She then looked at the statue before turning back to her brother.

"So, what do we do with him now?" she asked.

"Smash it," he said as if that was the most obvious thing in the world.

A knot formed in Phoebe's stomach at the suggestion. It was one thing to stop a villain, but it was another to kill them. She knew that despite Dark Mayhem being a statue, destroying him would be the same as killing him. Phoebe was not sure she could do that.

As if sensing Phoebe's thoughts, Max placed a comforting hand on his sister's shoulder. "Listen Phoebe, Dark Mayhem has killed many people and I'm not just talking about heroes either. I looked up to him for a lot of reasons. But…I admit when it came to some of his victims, I felt twitchy at times. I mean I get him getting rid of heroes…yet innocent people, not so much," confessed Max.

He then looked straight at Phoebe with seriousness clear on his face. "Phoebe, if we let him live, I have no doubt that he would find a way to get revenge and then more innocents could get hurt or worse. Do you want to risk people getting hurt in the future if you spare his life? Could you really live with yourself if one day he ended up killing our family, friends, or anybody else when it all could've been avoided if you had ended him now?"

Max's words had a scary truth to them that Phoebe knew she could not ignore. She realized that her brother was right, Dark Mayhem was too dangerous to leave alive even as a statue. With her mind made up a determined look crossed her face.

"You're right, we need to end him once and for all."

* * *

Phoebe could not help but feel proud of Max in this moment. Even though she should be completely against what was going on and should have probably stopped things from getting this far, Phoebe instead was happy for Max. After all this time, her brother finally achieved his dream of becoming a villain and not just any villain, but the actual villain leader. Phoebe continued to watch in admiration as her brother was already making plans and giving our orders.

Admittedly, Phoebe had been worried that the other villains would put up a fight against Max becoming their new leader. However, when the villains found out that the Thunder Twins singlehandedly defeated Dark Mayhem, the villains became fearful of the twins. Realizing this, Max had seized the opportunity to assert himself as their new leader. If any of the villains had any objections, they did not dare say them out loud. After all, none of the villains wanted to end up as a pile of broken rubble on the ground like Dark Mayhem.

So, Max was now the official leader of the Villains League and did not waste a second in beginning his reign of villainy. The first order of business was the League's headquarter situation. Max was quick to point out that there were still plenty of vacant and unused buildings available in Metroburg that they could renovate that would not cost too much money to fix, especially if they all used their powers during the remodeling. When someone brought up the issue regarding their lack of funds, Max had a solution to that as well. Listening to Max explain that there was an old abandoned coal mine just outside Metroburg that they could use in order to make the coal into diamonds, Phoebe's mind was briefly brought back to that last Christmas in Metroburg. She did always wonder where Max got the coal that he gave them, yet she thought that Max did not know that their dad had turned the coal into a nice sized diamond. But apparently, he somehow found out about it and that most likely gave him the idea to help the villains make money.

As Max continued his newfound duties to the League, Phoebe simply stayed out of the way. She knew this was Max's time to shine and she would not do anything to ruin it for him. Again, she was hit with the notion that she should be stopping this, but she immediately squashed it down. Phoebe refused to let herself give in to doubt now, she had to believe that this path for Max was the best for him.

Besides, what did she really have to worry about? He had chosen her over villainy once already and deep down she knew that he would not hesitate to do it again if he had to. It was then that Phoebe realized something important. She smiled to herself

 _I guess I really trust Max now._

 **A/N:** Yeah, I think Max should've at least been an anti-villain like Magneto. We know Max has a good heart, he just likes doing things in a villainous way. At the same time, I could also see Phoebe becoming an anti-hero since she is known to do questionable things to get her way. I also believe that because she cares so much for others, she would cross the line if it meant protecting people. So, this chapter is setting Max's beginning as an anti-villain and Phoebe's into an anti-hero.

Let me know if you agree that Max would make a good anti-villain and Phoebe an anti-hero.

Also, there will probably be another chapter after this. We'll see if it will be the last chapter for this story or not.


	3. After the Act

**A/N:** Sorry for the wait, enjoy!

 **After the Act**

Phoebe never thought she would ever be helping Max with villainy. Though Phoebe reasoned with herself that she wasn't really helping villains per say, she was simply helping her brother fulfil his dream. There was nothing wrong with that right? Besides the most she was doing was watching Max's back in case someone tried to double cross him or attack him when he was distracted. She pretty much stayed in the background while Max worked with the villains and did her best to not draw attention to herself. Of course, when her cellphone suddenly went off because she received a text, it caused some of the villains to suspiciously look her way. She sent them a "what are you looking at" glare making them immediately turn away before she quickly checked her phone.

 **Cherry:** _Phoebe where r u?! We've been waiting for you Splatburger for 30 minutes!_

Phoebe flinched as she realized that she had completely forgotten about her meeting with the girls to discuss prom plans. She had been so focused on helping Max that the prom had slipped her mind. Phoebe briefly glanced around the abandoned warehouse that Max had decided to use as the new Villain League Lair where villains of all kinds were working on the remodeling. There was no way she could tell Cherry where she really was over a text so she went for partial truth.

 **Phoebe:** _With Max, an important "family business" thing came up. Can't make meeting, sorry :(_

Phoebe hoped Cherry got her hidden message in her text and that she would understand why she had to miss their meeting. It didn't take long for her to get a reply.

 **Cherry:** _Oh! Gotcha! ;) Will tell girls you had a "family emergency"._ _Text me later for new meeting time._

Phoebe smiled at the text, even more grateful that her best friend knew her superhero secret.

 **Phoebe:** _Thx Cher! You're the best! :)_

After sending the text to Cherry, Phoebe was about to put her phone away until the voice of her brother caught her attention.

"What was that about?" asked Max, having caught his sister texting on her phone.

"Just letting Cherry know that I couldn't make it to our prom meeting at Splatburger today," answered Phoebe nonchalantly as she put away her cell.

At the mention of prom, Max's eyes widened in shock before he groaned in frustration.

"Oh man! I completely forgot about prom!" exclaimed Max bringing a look of sympathy on Phoebe's face.

"I forgot about prom too. If Cherry didn't text me we both probably wouldn't remember until who knows when," admitted Phoebe.

"Allison probably hates me right now," muttered Max as he brushed over his hair in worry.

Phoebe bit her lip as she remembered Allison's outburst towards her earlier that day which had led her to seek Max out in his room in the first place. She had a feeling that Max would have a hard time explaining his reasons for bailing on his girlfriend on prom and wished there was something she could do to help.

"Maybe she'll by the 'family emergency' excuse," Phoebe said hopefully.

"Would you?" asked back Max with a raised brow, daring her to lie.

"Not without solid proof," she admitted to Max.

Max didn't say anything after that and Phoebe was concerned when a strange expression crossed his face. Phoebe didn't like that look and decided to try and encourage her brother not to give up hope.

"Don't worry Max, I'm sure we can come up with something and Allison…"

"I can't be with her anymore," interrupted Max with a serious tone in his voice.

Hearing this made Phoebe flabbergasted. "Why would you even say that? Just because she might be angry at you about ditching her for prom doesn't mean you should…"

"It's not just about prom Phoebe," he interrupted again.

"What do you mean?" she asked in confusion.

Max sighed as he took a look around to make sure none of the villains were eavesdropping on their conversation. Seeing that everyone else was more focused on the tasks he gave them, Max felt it was safe to confess his concerns to his sister.

"I may be in charge of the Villain League now, but it wouldn't surprise if one of them wants to overthrow me either. Someone might try and hurt Allison just to get to me," said Max causing a frown on Phoebe's face.

Phoebe's heart shattered when she finally understood the full ramifications of what Max's new role as the leader of villains would mean for his relationship with Allison. As much as she didn't like it, her brother was right. Allison was at risk as long as she was with Max. Even though the girl wasn't weak by any means, Phoebe doubted she would be able to defeat an actual villain that attacked her. Not only that but Max would still have to keep Allison in the dark about his powers and him being a villain. Phoebe realized that she had been fortunate when she dated Link and didn't have to hide a huge part of who she was from him. But Max couldn't say the same about his relationship with Allison.

"I'm so sorry Max," stated Phoebe with sympathy, wishing it didn't have to be this way.

Max looked at her with a sad smile. It was obvious to Phoebe that Max was distraught over the fact that he would have to breakup with Allison in order to keep her safe. At that moment, Phoebe decided to comfort her brother and quickly pulled him into a warm hug. She felt Max tense for a moment and realized that hugging her brother in a place where villains could see them probably wasn't the best idea. She was about to pull away from him, yet to her surprise she felt Max's arms surround her to return the hug.

"Thanks Phoebe, for everything," Max whispered in her ear with nothing but honesty in his tone.

This made Phoebe smile and hug her brother tighter. "Anytime Max," she whispered back.

Their sibling moment drew a lot of attention, but one heated glare from the twins towards anyone who looked their way made many hastily turn away from them in fear.

* * *

Even though it looked like Phoebe was simply getting things from her school looker for her next class, she was subtly eavesdropping on the conversation that was taking place several feet away from her. Her eyes briefly glanced at Max and Allison across from her and hoped that the breakup wouldn't end too badly.

"You're breaking up with me on the day of prom! I can't believe you Max!" shouted Allison in anger making Phoebe flinch at the sound of Allison's anger.

Phoebe watched as a sorrowful expression crossed Max's face as he tried to calm Allison down and explain himself; however, it was clear that Allison was not taking it well at all.

"You know what, fine! Max Thunderman we're though!" announced Allison before storming away from Max.

Phoebe had to resist the urge to run over to Max and give him another twin sibling comforting hug. It was one thing to do it in front of villains they could easily intimidate, but their classmates and friends was another matter entirely. Still, Phoebe refused to leave her brother standing there as he sadly watched Allison leave him. She quickly shut her locker and walked over to Max.

"You did the right thing," she told him while placing a gentle hand on Max's shoulder.

"I'm a villain, I'm not supposed to do the right thing," bitterly joked Max as he glanced at Phoebe.

"You may be a villain, but you're not evil Max…and that's okay," claimed Phoebe with a small smile.

Max stared at his sister as he let her words sink in. He knew she was right. Yes he was a villain, yes he liked causing mischief and trouble, and he definitely wasn't a model citizen. Yet, he loved his friends and family and would never dream of hurting them. He also knew that if someone was really in danger, he would help them, especially if it was someone he cared about. That was the reason he was breaking up with Allison after all, to protect her. So yes, Max could admit that he was not evil. He was sneaky, manipulative, a liar, and prankster, but definitely not evil.

"Yeah, I guess that's okay," Max admitted with a light smile of his own.

The twins shared a heartfelt look before it fully hit Max that he no longer had a date to prom.

"Guess, I'll be going to prom by myself now," sighed Max.

Phoebe felt even sorrier for Max. She didn't want her brother to feel even worse going to prom without a date. She certainly knew how that felt.

"You could tag along with us 'single ladies' if you want," suggested Phoebe with a grin.

Max was a bit surprised that Phoebe was inviting him to hang out with her and her friends for prom and he did appreciate the gesture. But he honestly didn't think he would enjoy being the only guy among four teenaged girls who happen to be his sister and her bubbly friends.

"Thanks Phoebs, but I think I'll pass. It would be awkward hanging out with just you and your girlfriends," said Max.

Phoebe was a little disappointed with Max's answer, but she supposed he would feel out of place amongst her group of friends. Still she wished there was some way that Max wouldn't have to go to prom alone. Fortunately, the answer came to Phoebe when she spotted Max's friends trying to ask her friends to prom. A huge grin came on Phoebe's face as she took her hand off of Max's shoulder only to start dragging him over to where their friends were.

"Phoebe, what are you doing?" asked Max in surprise as she pulled him across the hallway.

"You'll see, now come on," she answered in excitement which made Max curious enough to allow Phoebe to continue to drag him to their friends.

"Hey!" greeted Phoebe in a cheerful tone when she reached the group.

This drew the six teenagers' attention to the twins and Phoebe was quick to put her plan to action.

"Here's an idea. Why don't we all just go to prom together as a nice sized group of friends? Us four single ladies," stated Phoebe while gesturing to Cherry, Maddy, Roxy, and herself. "With you four single guys," she continued as she gestured to Oyster, Gideon, Wolfgang, and lastly Max.

When Phoebe pointed to Max, the others looked at him in puzzlement. Seeing the looks he was getting Max decided to tell them the news about him and Allison.

"Allison and I broke up today," admitted Max, causing their friends to give him sympathetic looks.

Phoebe noticed that Max was beginning to feel uncomfortable with the looks he was getting so she quickly spoke.

"Sooo, what do you single ladies and guys say?" asked Phoebe with an eager expression on her face.

Both girls and boys went into a group huddle and began talking in hushed whispers. After a few seconds each group ended their huddle and gave their answer.

"We're in!" they all said at the same time.

Phoebe was ecstatic that her plan worked and the grateful look Max sent her way made her feel even happier.

* * *

Max and Phoebe were in a good mood coming home after school. Their group of eight single friends had discussed and agreed on their plans for prom. Everything had been set and all that was left to do was decide where they would do for their after-prom activity. The twins entered their home through the front door with smiles on their faces only to stop in shook at the unexpected guest who was in their living room.

"Link? What are you doing here?" asked Phoebe in disbelief, not expected to see her ex-boyfriend standing in her house.

"Surprise, I'm here to take you to prom!" exclaimed Link in an exuberant way.

"Really, that's funny because before you said you couldn't and now you're here," she replied with clear unease in her voice.

Link could tell that something was off with Phoebe as she seemed to be more upset by his arrival than joyful about it. And that feeling only grew stronger when he caught the intense glare Max was sending his way. Even though Link was used to receiving Max's dislike, something about the boy's glare actually made him gulp. He figured it was best to explain his reasons for being here since the look from Max seemed to promise pain in his future if he did not say something to defend himself soon.

"Well, I felt bad for bailing on you for prom so I told the Hero League they could fire me if they want. I'm going to take out a very special girl on a very special night," announced Link as he focused back on Phoebe.

"So will you be my date?" he asked as he produced a yellow rose to give to Phoebe.

Phoebe was unsure how to respond to Link's question. How was she supposed to tell him that she wanted to go with him but that she also didn't want to abandon Max and their friends either? Phoebe was stiff as a statue and seemed to not be able to come up with any words to say. Max seeing his sister frozen in place, decided to take matters into his own hands.

"We already made plans to go with our friends as a group so she can't go with you," explained Max with a bit of sharpness in his voice to make it clear he was serious.

"Really?" Link asked, looking at Phoebe for confirmation.

Phoebe glanced at Max and knew that he expected her to refuse Link's offer to take her to prom. Even though the thought of going to prom with an actual date was very tempting, Phoebe knew deep down that she couldn't abandon her brother at a time such as this. She could tell that he was still hurt from his breakup with Allison and seeing his ex-girlfriend at prom with someone else would devastate him. She had been completely supporting her brother in any way she could these past two days and she couldn't stop doing that now. Max would need all the support he could get for tonight and Phoebe realized she couldn't let him down.

"Yeah, we already made plans. Sorry Link, I can't be your date tonight," declined Phoebe with an apologetic expression on her face.

"Well you heard her," said Max with a pleased expression on his face as he immediately opened the front door. "Now get out," he finished haughtily at Link as he motioned toward the open door.

Link wasn't surprised that Max was ready for him to leave and when he saw Phoebe give Max an unpleased look he expected her to say something on his behalf. But when Max met Phoebe's glare with an expression that Link couldn't understand, Phoebe's glare softened immediately and a look of understanding came on her face. She then turned back to Link and what Phoebe said next did surprised him.

"I'll talk to you later Link, Max and I still have some stuff to plan before prom tonight," Phoebe told him, letting Link know that she too wanted him to leave now.

"That's right, so vamoose!" Max instructed, once more pointing toward the open door.

Link frowned as his eyes went from Phoebe to Max and then back to Phoebe. He had a feeling that something more was going on with the twins, and it made him concerned.

"Phoebe, are you alright?" Link asked with a hint of suspicion in his voice.

"Um, yeah I'm fine, why would you ask that?" she asked in confusion, clearly not understanding why Link was asking her such a question.

Link wondered if Phoebe really didn't realize how strange she was acting. He was about to tell Phoebe about her weird behavior, but then Max quickly interrupted.

"Maybe he's so shocked that you turned him down that he figures something has to be wrong with you. He probably expected you to just jump into his arms the moment he asked you to be his date for prom," Max responded with his arms crossed in an annoyed way.

Link rolled his eyes at the ridiculous explanation Max came up with. He was going to give a snarky comeback to Max for that until what Phoebe said next really stunned him.

"Is that true? You think something's wrong with me because I won't go with you to prom?" asked Phoebe while giving Link an apprehensive stare.

Link's mouth almost dropped open in disbelief. How could Phoebe actually believe that he would think something like that? He was waiting for Phoebe to say that she was just joking and knew that he wasn't that kind of person, yet the more he waited the more Phoebe seemed to grow doubtful.

"Oh, come on Phoebe! You don't really believe that do you?! Seriously, since when did you start listening to Max anyway?!" proclaimed Link with frustration.

Link's last question actually made a small smile form on Phoebe's lips.

"Yesterday actually," Phoebe confessed while momentarily sending her brother a knowing look.

Max couldn't help the genuine smile from coming on his face, knowing that his sister did seem to value what he said more now. He knew Phoebe had doubted him plenty of times, but now he could tell that a new level of trust had formed between them these past two days. He would never admit it but he was enjoying their new stronger bond and he wasn't about to let anything or anyone ruin it. That's why Link had to go, Max refused to let the guy walk in and steal Phoebe away from him. So what if he had to be rude to Link and tried to tarnish the guy's character in order to persuade Phoebe into sticking with him for prom. He was a villain after all. Particularly, a villain who was getting pretty annoyed with his sister's ex-boyfriend who for some reason was still in their house.

"Dude, seriously, leave," Max told Link with a sense of finality in his voice.

When it looked like Link was about to protest, Phoebe decided enough was enough.

"Link, you really need to go, prom is only a few hours away and Max and I need to start getting ready," stated Phoebe with a seriousness in her tone.

Link frowned. He didn't feel right leaving when he knew something was not right. He wondered what could have happened yesterday to make Phoebe suddenly go along with whatever Max wanted. Link suddenly recalled a certain device he remembered spotting in Max's lair when they had hung out during the time Phoebe had been trying to get them to get along. When he had asked Max what it was, he had been surprised. Max had boasted about the device and that once he fixed the kinks out of it, he would use it the first chance he got. The fear that Max had finally finished the device and had used it on Phoebe made Link turn to Max with an accusing glare.

"Did you finish the BrainWasher XL and use it on Phoebe?" firmly questioned Link.

However, that was the wrong thing to ask Max. Before Link could blink, he was suddenly being levitated off the ground and immediately thrown harshly to the floor by Max's telekinesis. A firm expression was on Max's face as he walked over to Link's fallen form.

"I would _never_ do something like that to Phoebe, _ever_ ," he said with such severity that actually sent a shiver through Link's body.

Link knew he crossed a line and that he defiantly had overstayed his welcome. Just as he was about to get up from the floor, Link was once more telekinetically shoved to the ground, but to his surprise, Phoebe was the culprit this time. He turned to Phoebe in confusion until he saw the angry glare she was giving him.

"Never accuse Max of something like that ever again. He would _never_ do anything to hurt me," Phoebe said with such conviction that there was no doubt that she absolutely believed her words.

Link flinched at the twins furious looks they were sending his way.

"Phoebe…" began Link, but Phoebe didn't want to hear whatever he was going to say.

"Link, leave, now," she ordered with a sharp edge in her tone.

Link had never heard such coldness in Phoebe's voice and one look in her eyes told him that she was done with him. He caught the twitch of her fingers as it seemed she was ready to use her powers to throw him out of the house herself. He knew he couldn't reason with Phoebe at this point and anything he said would definitely get him forcibly kicked out of the house. Realizing this, he simply got up from the floor and took a quick glance at the twins before leaving the Thunderman house. The second Link went out the door, Max used his powers to immediately shut the door close with a loud slam. The twins were silent for some time before Max finally broke it as he turned to Phoebe with a stern look.

"Phoebe, you know I would never…" began Max, but Phoebe stopped him with a soft smile.

"I know," she said earnestly causing a smile on Max's face as well.

"Now come on, let's get ready for prom," Phoebe proclaimed while presenting her hand to Max for him to take.

"Yes, let's," he agreed as he took Phoebe's hand in his.

* * *

Phoebe, wearing her beautiful pink prom gown, was quickly heading down the stairs to Max's lair with a happy grin on her face.

"Max, you ready? It's time to go," asked Phoebe as she reached the bottom of the steps before spotting her brother and Dr. Colosso at his desk.

Max, already in the tuxedo Dr. Colosso had given him to wear, briefly jumped in surprise from Phoebe's entrance before he gave a relieved sigh and turned around to face his sister.

"Phoebe, don't scare me like…wow," said Max as he stared at Phoebe with wide eyes.

"Wow, what?" asked Phoebe wondering why Max was suddenly looking at her like that.

"As in wow, you actually look really nice," he answered honestly.

Phoebe smiled in response to Max's compliment and gave Max a quick look over herself.

"You clean up pretty good yourself," she replied back.

"Of course he looks good, he's wearing my tux," bragged Dr. Colosso.

"So, ready to go and get our prom on?" Phoebe said while giving Max a playful nudge.

"Actually, there's two things I need to take care of before we leave," announced Max as he took a small sized plastic container from his desk and handed it to Phoebe.

"Here, this is for you," he told her while avoiding eye contact with his sister.

Phoebe was surprised to see a pink and white corsage inside the container.

"Is this really for me?" asked Phoebe in astonishment.

"Oyster, Gideon, and Wolfgang are going to give corsages to your friends, so I figured I get you one too. It's not a big deal or anything," answered Max, doing his best to remain casual even though he felt a bit embarrassed.

Phoebe's heart warmed at the kind gesture from Max, knowing he did it so she wouldn't feel like the odd one in the group without a corsage. With a cheeky grin, she gave the container back to Max which made him give her a confused look.

"I want you to put it on me," stated Phoebe with her arm stretched out for Max.

Max playfully rolled his eyes at his sister request before relenting to his sister's wishes. He took out the corsage from the box and slipped it on Phoebe's waiting wrist.

"There, happy now prom princess," teased Max with a smirk.

Phoebe stared at the pretty corsage now on her wrist and gave her brother a smirk of her own.

"Why yes, you have made your princess very pleased," mocked Phoebe while playfully flipping her hair in a snobbish fashion.

They both ended up chuckling at their own antics, both enjoying how easy it was to be comfortable around each other now.

"Seeing you both get along is still weird," commented Dr. Colosso with an uncomfortable look on his face.

"Well than you better start getting used to it buddy, right Phoebe?" Max replied, glancing in Phoebe's direction for conformation.

Phoebe could tell that Max was slightly worried about what she would say to this. It was obvious to her that he did not want their relationship to go back to how it was before and Phoebe knew that she didn't want that either.

"Yep, you're just going to have to get used to the weirdness," Phoebe agreed with a smile while placing her arm around Max in friendly way.

Max smiled when he heard Phoebe say this. He was glad that they both wanted to keep their closer relationship intact.

"So, I'm guessing giving me this corsage was one of the two things, what's the other thing?" questioned Phoebe after removing her arm from Max.

Max's face seemed to light up at the question and he quickly snatched a very familiar item off his table. When Phoebe saw the power sapping orb in Max's hand, she gave her brother an inquisitive look. Max noticing her puzzled expression, quickly explained.

"Colosso and I have been talking and we agreed that leaving Dark Mayhem's powers in the orb would be too dangerous. If someone got a hold of this and took his powers, we would be in big trouble," began Max.

Phoebe nodded her head in agreement, knowing that even though Dark Mayhem was gone, his powers alone could still cause trouble.

"So, did you guys figure out what to do with them?" she asked.

"Well, Colosso said I should take his powers for myself."

Phoebe wasn't sure how she felt about that plan. But if it was something her brother really wanted to do she wasn't going to stop him. She had absolute faith in him and so she wouldn't worry over it. She trusted him after all. Yet what Max said next truly stunned her.

"But then I thought of an even better idea," he announced with a smirk.

"And what's that?" she asked.

Max's smirk softened into a genuine smile as he faced Phoebe. "Phoebe, I want to you share Dark Mayhem's powers with you."

"Really?" wondered Phoebe in astonishment, almost not believing what she was hearing.

"Well, we both have freeze breath, heat breath, and telekinesis, I figure we both might as well have Dark Mayhem's powers too," admitted Max in a nonchalant way.

If Phoebe was moved by Max getting her a corsage, she was really touched by this. She remembered a time when Max despised them having the same powers, but now he was willing to keep it that way instead of taking the powers for himself. Phoebe gave Max a huge smile.

"I think I like your idea better," said Phoebe.

"Me too," agreed Max with a smile of his own.

"I don't!" exclaimed Dr. Colosso, but the twins simply ignored him.

"Ok, let's do this," proclaimed Max in excitement.

"Wait, right now?" questioned Phoebe.

"Why not, it won't take long. Besides, I want to get rid of this thing as soon as possible."

"So, after we take Dark Mayhem's powers, you want to destroy the orb?" Phoebe asked in puzzlement.

"That orb can still take away powers remember? Something like that is too dangerous to keep around," reasoned Max.

"Just like Dark Mayhem," Phoebe stated seriously as she realized why her brother wanted to destroy the orb.

"Exactly," agreed Max.

"Ok then, let's do this," proclaimed Phoebe with determination in her voice.

Max pulled Phoebe closer to him so that she would be in the orb's range. With Phoebe in position, Max activated the orb causing two green streams of power to come out of the orb and enter both Phoebe and Max at the same time. With the power transfer complete, Max then turned to Phoebe with a smile.

"Wanna use our newly acquired powers to destroy this thing?" Max asked, clearly eager to try out Dark Mayhem's powers.

Phoebe couldn't deny that she was just as eager as her brother to try out their new powers. "Sounds good to me," agreed Phoebe with excitement.

Getting the go ahead from his sister, Max threw the orb high up into the air. A dark green glow surrounded each twin's hand before they shot green lighting from their hands towards the orb. The orb was immediately destroyed the second the two bolts of lightning struck it.

"Now, I believe I'm ready to go," announced Max cheerfully.

"Then what are we waiting for? We have a prom to attend," Phoebe said eagerly as she locked her arm with Max's.

The twins shared a meaningful look before walking out of the lair arm and arm with huge grins on their faces.

 **A/N:** I will probably do an epilogue next and that will conclude this story. I will try to start writing the conclusion soon so hopefully it won't take long.


End file.
